These documents are available on the internet at www.munichre.com/agm as parts of the annual report of Münchener Rückversicherungs-Gesellschaft Aktiengesellschaft in München (hereinafter referred to as “Munich Reinsurance Company” or “the Company”) and in the Munich Re Group Annual Report. The annual reports will be sent to shareholders on request. In addition, the documents will be available and explained at the Annual General Meeting. The Supervisory Board has already approved the Company financial statements and the Group financial statements. In accordance with statutory provisions, there will therefore be no resolution in respect of this agenda item.

As the number of Munich Re shares has changed since the invitation to the AGM was published and now stands at 1,711,014, the Supervisory Board and Board of Management have updated their proposal regarding appropriation of the net retained profits

The Supervisory Board and the Board of Management propose that the net retained profits for 2011 of €1,118,842,577.07 be utilised as follows:

Appropriation of net retained profits

Payment of a dividend of €6.25 on each dividend-bearing share €1,110,188,737.50
Carried forward to new account €8,653,839.57
Net retained profits €1,118,842,577.07
The Supervisory Board and the Board of Management propose that approval for the actions of the members of the Board of Management in financial year 2011 be given for that period.
The Supervisory Board and the Board of Management propose that approval for the actions of the members of the Supervisory Board in financial year 2011 be given for that period.

In accordance with Section 120 para. 4 of the German Stock Companies Act, the Annual General Meeting can pass a resolution to approve the remuneration system for members of the Board of Management.

The resolution pertaining to this agenda item relates to the remuneration system currently in place for members of the Board of Management. A detailed description of this system is provided in the remuneration report, which is a fixed part of the annual reports referred to under agenda item 1. As already mentioned, the annual reports can be found on our website at www.munichre.com/agm. They will also be sent to shareholders on request. In addition, they will be available and explained at the Annual General Meeting.

The Supervisory Board and the Board of Management propose that the remuneration system currently in place for members of the Board of Management be approved.

Voting results of the Annual General Meeting of the Munich Reinsurance Company on 26 April 2012

At the 125rd Annual General Meeting of shareholders on 26 April 2012 held at the ICM – International Congress Center München – 47.13% of the share capital entitled to vote was represented. Voting on the agenda items was as follows.

Item Shares for which valid votes were cast in numbers Shares for which valid votes were cast in % of the share capital Yes votes No votes Adoption Management proposal in favour in %
2 Resolution on the appropriation of the net retained profits from the financial year 2011 - accepted 84,474,484 47.10% 84,406,434 68,050 99.92%
3 Resolution to approve the actions of the Board of Management - accepted 84,370,031 47.04% 84,149,586 220,445 99.74%
4 Resolution to approve the actions of the Supervisory Board - accepted 84,382,691 47.05% 83,897,800 484,891 99.43%
5 Resolution to approve the remuneration system for the Board of Management - accepted 84,122,270 46.91% 75,553,278 8,568,992 89.81%

– ISIN DE0008430026 (WKN 843 002) –

Dividend Notice

On 26 April 2012, the Annual General Meeting of Münchener Rückversicherungs-Gesellschaft resolved that the net retained profits for 2011 of €1,118,842,577.07 be utilised as follows:

Payment of a dividend of €6.25 on each dividend-bearing share €1,110,188,737.50
Carried forward to new account €8,653,839.57
Net retained profits €1,118,842,577.07

The dividend, which will be subject to deduction of 25% German withholding tax, 5.5% solidarity surcharge on the tax withheld (a total of 26.375%) and, where applicable, also church tax on the tax withheld, will be paid out as from 27 April 2012 as follows:

  • For registered shares held in joint custody in the German giro transfer system, the dividend will be paid via Clearstream Banking AG, Frankfurt am Main, to the shareholders' banks, which will credit the relevant amounts to the shareholders' accounts.
     
  • Payment for shares still held in certificated form will be made against submission of Dividend Coupon No. 15 to the following paying agent:

UniCredit Bank AG (formerly: Bayerische Hypo- und Vereinsbank AG) or one of its branches

For shareholders subject to taxation in Germany, the dividend will be paid out without deduction of withholding tax, solidarity surcharge and, where applicable, church tax if they have provided their depository bank with a "Nichtveranlagungsbescheinigung" (certificate from the competent German tax authority confirming that they are not subject to a German tax assessment procedure). The same applies in whole or in part to shareholders who have submitted an exemption application form to their depository bank, provided that the tax exemption amounts allowed for in this application have not already been exhausted by other investment income.

With the deduction of tax, the German income tax for private investment income is deemed to have been paid (introduction of the flat tax rate on 1 January 2009). Independent of this, application may be made to have the dividend assessed together with other investment income if this is likely to lead to a lower individual income tax burden.

For foreign shareholders, the withholding tax and the solidarity surcharge withheld may be reduced pursuant to the existing agreements for the avoidance of double taxation between the Federal Republic of Germany and the respective foreign country. Applications for the refund of withholding tax must be submitted to the German Federal Central Tax Office, 53225 Bonn, Germany, no later than 31 December 2016.

Munich, April 2012
The Board of Management

No notifiable motions have been submitted by shareholders.
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